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15 U.S.C. § 77h — Taking effect of registration statements and amendments thereto
Federal law — U.S. Code and appendices · legal_authorities
**(a) Effective date of registration statement** Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement.
**(b) Incomplete or inaccurate registration statement** If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare an
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Source file: Laws/federal/codes/united-states-code/title-15/section-77h-taking-effect-of-registration-statements-and-amendments-thereto--a81c9dfd45.md
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Source location: Title 15, Chapter 2A, § 77h; chapter-2a-securities-and-trust-indentures.md
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**(a) Effective date of registration statement** Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement.
**(b) Incomplete or inaccurate registration statement** If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare and the registration shall become effective at the time provided in subsection (a) or upon the date of such declaration, whichever date is the later.
**(c) Effective date of amendment to registration statement** An amendment filed after the effective date of the registration statement, if such amendment, upon its face, appears to the Commission not to be incomplete or inaccurate in any material respect, shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.
**(d) Untrue statements or omissions in registration statement** If it appears to the Commission at any time that the registration statement includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the Commission) within fifteen days after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the registration statement. When such statement has been amended in accordance with such stop order, the Commission shall so declare and thereupon the stop order shall cease to be effective.
**(e) Examination for issuance of stop order** The Commission is empowered to make an examination in any case in order to determine whether a stop order should issue under subsection (d). In making such examination the Commission or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the issuer, underwriter, or any other person, in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the issuer, or its income statement, or both, to be certified to by a public or certified accountant approved by the Commission. If the issuer or underwriter shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order.
**(f) Notice requirements** Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in such statement.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Establishment; composition; limitations on commissioners; terms of office** There is hereby established a Securities and Exchange Commission (hereinafter referred to as the “Commission”) to be composed of five commissioners to be appointed by the President by and with the advice and consent of the Senate. Not more than three of such commissioners shall be members of the same political party, and in making appointments members of different political parties shall be appointed alternately as nearly as may be practicable. No commissioner shall engage in any other business, vocation, or employment than that of serving as commissioner, nor shall any commissioner participate, directly or indirectly, in any stock-market operations or transactions of a character subject to regulation by the Commission pursuant to this chapter. Each commissioner shall hold office for a term of five years and until his successor is appointed and has qualified, except that he shall not so continue to serve beyond the expiration of the next session of Congress subsequent to the expiration of said fixed term of office, and except (1) any commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term, and (2) the terms of office of the commissioners first taking office after June 6, 1934, shall expire as designated by the President at the time of nomination, one at the end of one year, one at the end of two years, one at the end of three years, one at the end of four years, and one at the end of five years, after June 6, 1934.
**(b) Appointment and compensation of staff and leasing authority**
(1) **Appointment and compensation** — The Commission shall appoint and compensate offic
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** The provisions of [section 77e of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim) shall not apply to—
(1) transactions by any person other than an issuer, underwriter, or dealer.
(2) transactions by an issuer not involving any public offering.
(3) transactions by a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transaction), except—
(A) transactions taking place prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter,
(B) transactions in a security as to which a registration statement has been filed taking place prior to the expiration of forty days after the effective date of such registration statement or prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter after such effective date, whichever is later (excluding in the computation of such forty days any time during which a stop order issued under [section 77h of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h&num=0&edition=prelim) is in effect as to the security), or such shorter period as the Commission may specify by rules and regulations or order, and
(C) transactions as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter.
With respect to transactions referred to in clause (B), if securities of the issuer have not previously been sold pursuan
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Sale or delivery after sale of unregistered securities** Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
**(b) Necessity of prospectus meeting requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)** It shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim); or
(2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim).
**(c) Necessity of filing registration statement** It shall be unlawful for any person, directly or indirectly, to make use of any means
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Information required in registration statement**
(1) **In general** — The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim), and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as h
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Application; information required; availability of information to public** In the case of any security which is not required to be registered under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] and to which subsection (a) of [section 77fff of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77fff&num=0&edition=prelim) is applicable notwithstanding the provisions of [section 77ddd of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77ddd&num=0&edition=prelim), an application for qualification of the indenture under which such security has been or is to be issued shall be filed with the Commission by the issuer of such security. Each such application shall be in such form, and shall be signed in such manner, as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. Each such application shall include the information and documents required by subsection (a) of [section 77eee of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77eee&num=0&edition=prelim). The information and documents required by paragraph (1) of such subsection with respect to the person designated to act as indenture trustee shall be contained in a separate part of such application, which part shall be signed by such person. Each such application shall also include such of the other information and documents which would be required to be filed in order to register such indenture security under the Securities Act of 1933 as the Commission may by rules and regulations prescribe as necessary or a
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Effective time of registration or application for qualification of indenture** The indenture under which a security has been or is to be issued shall be deemed to have been qualified under this subchapter—
(1) when registration becomes effective as to such security; or
(2) when an application for the qualification of such indenture becomes effective, pursuant to [section 77ggg of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77ggg&num=0&edition=prelim).
**(b) Stop orders after effective time of qualification** After qualification has become effective as to the indenture under which a security has been or is to be issued, no stop order shall be issued pursuant to [section 77h(d) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h/d&num=0&edition=prelim), suspending the effectiveness of the registration statement relating to such security or of the application for qualification of such indenture, except on one or more of the grounds specified in [section 77h of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h&num=0&edition=prelim), or the failure of the issuer to file an application as provided for by [section 77eee(b)(2) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77eee/b/2&num=0&edition=prelim).
**(c) Effect of subsequent rule or regulation on qualification** The making, amendment, or rescission of a rule, regulation, or order under the provisions of this subchapter (except to the extent authorized by subsection (a) of [section 77nnn of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77nnn&num=0&edition=prelim) with respect to rules and regulations
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Registration statement; contents** In registering under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in schedule A of said Act [[15 U.S.C. 77aa](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim)], may file a registration statement containing the following information and documents:
(1) such copies of the registration statement filed by such company under this subchapter, and of such reports filed by such company pursuant to [section 80a–29 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a-29&num=0&edition=prelim) or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and
(2) such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors.
**(b) Filing of three copies of advertisement, pamphlet, etc. in connection with public offering; time of filing** It shall be unlawful for any of the following companies, or for any underwriter for such a company, in connection with a public offering of any security of which such company is the issuer, to make use of the mails or any means or instrumentalities of interstate commerce, to transmit any advertisement, pamphlet, circular, form letter, or other sales literature addressed to or intended for distribution to prospective inves
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Federal law — U.S. Code and appendices · legal_authorities
Page 144
TITLE 15—COMMERCE AND TRADE
§ 77h
‘‘(2) CONTENT.—Each report required under para-
graph (1) shall include—
‘‘(A) an identification of which corporate disclo-
sures required under section 7 of the Securities Act
of 1933 (15 U.S.C. 77g), section 13 of the Securities
Exchange Act of 1934 (15 U.S.C. 78m), and section 14
of the Securities Exchange Act of 1934 (15 U.S.C.
78n) are expressed as machine-readable data and
which are not;
‘‘(B) an analysis of the costs and benefits of the
use of machine-readable data in corporate disclo-
sure to investors, markets, the Securities and Ex-
change Commission, and issuers;
‘‘(C) a summary of enforcement actions that re-
sult from the use or analysis of machine-readable
data collected under the provisions of law described
in subparagraph (A); and
‘‘(D) an analysis of how the Securities and Ex-
change Commission uses the machine-readable data
collected by the Commission.
‘‘(c) SUNSET.—Beginning on the date that is 7 years
after the date of enactment of this Act [Dec. 23, 2022],
this section shall have no force or effect.’’
FORWARD INCORPORATION BY REFERENCE FOR FORM S–1
Pub. L. 114–94, div. G, title LXXXIV, § 84001, Dec. 4,
2015, 129 Stat. 1797, provided that: ‘‘Not later than 45
days after the date of the enactment of this Act [Dec.
4, 2015], the Securities and Exchange Commission shall
revise Form S–1 so as to permit a smaller reporting
company (as defined in section 230.405 of title 17, Code
of Federal Regulations) to incorporate by reference in
a registration statement filed on such form any docu-
ments that such company files with the Commission
after the effective date of such registration state-
ment.’’
OTHER DISCLOSURES
Pub. L. 112–106, title I, § 102(c), Apr. 5, 2012, 126 Stat.
310, provided th
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